NATIONAL CITY CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENT
National City Corporation
WHEREAS, National City Corporation (“Corporation”) currently has in effect the National City Corporation Long-Term Cash and Equity Incentive Plan Effective April 6, 2004 (the “Plan”); and
WHEREAS, Article 8 of the Plan provides for the award of restricted stock units (“RSU’s”) to employees of the Corporation and Subsidiaries as selected from time to time by the Corporation’s Compensation and Organization Committee or another committee appointed by the board of directors of the Corporation (the “Committee”);
WHEREAS, the individual identified as Grantee (“Grantee”) on the cover sheet that is attached hereto and hereby made a part hereof (“Cover Sheet”) is a key employee of Corporation and/or a Subsidiary (collectively and individually the “Employers”);
WHEREAS, the execution of a RSU Award Agreement in the form hereof has been duly authorized by the Committee;
WHEREAS, the Corporation desires reasonable protection for its confidential business information and from competitive activity by Grantee; and
WHEREAS, the Grantee agrees to accept an award of RSU’s under the Plan subject to the terms of this agreement;
NOW, THEREFORE, pursuant to the Plan, the Corporation hereby grants to the Grantee subject to the terms and conditions of this agreement on the date listed on the Cover Sheet as the “Grant Date” the number of RSU’s as is stated in the Cover Sheet (the “Award”), subject to the terms and conditions of the Plan and to the following terms, conditions, limitations and restrictions, and the Corporation and the Grantee hereby agree as follows:
1. The Award represents the right to receive shares of National City Corporation Common Stock (“Common Stock”) subject to the terms and conditions set forth in this agreement. Each RSU represents a hypothetical share of Common Stock. The RSU’s will be credited to the Grantee in an unfunded account established on the Corporation’s books for the Grantee (the “Account”).
2. Upon the vesting date and the lapse of any restrictions on the RSU’s set forth herein and in the Plan, one share of Common Stock shall be issuable for each RSU on such date, subject to the terms and provisions of this agreement and the Plan. Thereafter, the Corporation will transfer such shares of Common Stock to the Grantee upon satisfaction of any required Tax Withholding Obligations, as defined herein. The Grantee’s Account shall be credited with such additional RSU’s to reflect any additional shares of equity securities which the Grantee would have been entitled to receive had the Common Stock represented by RSU’s credited to Grantee’s Account been issued and outstanding at the time of a share dividend, a merger or reorganization in which the Corporation is the surviving corporation or any other change in capital structure, and such additional RSU’s shall also be a part of and shall be referred to as RSU’s and shall be subject to the vesting date restrictions set forth herein and in the Plan. With respect to each RSU, Grantee shall receive a cash payment equal to the amount of, and distributed at the same time as, any cash dividend or other items of similar nature paid on, or issued with respect to, the Corporation’s Common Stock. No investment credit of any kind with respect to the RSU’s shall be credited to the Grantee’s Account in any way or be paid to the Grantee.
3. The RSU’s may not be sold, exchanged, assigned, transferred, pledged or otherwise disposed of by the Grantee except to the Corporation, except that the Grantee’s rights with respect to the RSU’s may be transferred by will or pursuant to the laws of descent and distribution. Any attempted transfer in violation of the provisions of this paragraph shall be void, the purported transferee shall obtain no rights with respect to such RSU’s and the RSU’s subject to the attempted transfer shall be forfeited.
4. The RSU’s described in paragraph 2 of this agreement shall vest as follows: (i) 33% of the RSU’s shall vest on the second anniversary of the Grant Date, (ii) an additional 33% of the RSU’s shall vest on the third anniversary of the Grant Date, (iii) the remaining 34% of the RSU’s shall vest on the fourth anniversary of the Grant Date, and (iv) all, or any unvested RSU’s, as the case may be, shall vest upon a Change in Control or the Grantee’s death or Disability. The date of any such Change of Control shall be determined by the Committee.